(e) On August 6, 2014, the Compensation Committee of the Board of Directors (the
"Committee") of Red Hat, Inc. (the "Company") approved a performance-based
equity grant that will pay out only if the price of the Company's common stock
plus dividends payable increase by at least 50% within the next three years,
subject to measurement and additional details set forth below. If the
performance objective is not achieved, then the equity grant is forfeited.
Specifically, the Committee:

• approved a form of award agreement (the "TSR Hurdle PSU Agreement") for
use with grants of performance share units with payouts based on
achievement of a total stockholder return hurdle ("TSR Hurdle PSUs") under
the Red Hat, Inc., 2004 Long-Term Incentive Plan, as amended and restated;
and

• approved grants of TSR Hurdle PSUs to Jim Whitehurst, the Company's Chief
Executive Officer, and Paul Cormier, the Company's President, Products and
Technologies (each, an "Executive"), in the amounts set forth on Exhibit
99.1 to this Current Report on Form 8-K.

Each TSR Hurdle PSU represents the right to receive in the future one share of
the Company's common stock (collectively, "Shares"), or at the Company's
election, the value of such Shares payable in cash, subject to the terms and
conditions of the TSR Hurdle PSU Agreement.

Under the TSR Hurdle PSU Agreement, an executive is granted an award for a
number of TSR Hurdle PSUs, subject to achievement of the TSR Hurdle (as
determined in the manner described below) during a three-year period beginning
on August 6, 2014 (the "Performance Period"). The TSR Hurdle is achieved if the
Company's total stockholder return during the Performance Period (as determined
in the manner described below) is equal to or greater than 150% of the Base TSR
(as determined in the manner described below). Base TSR is determined by adding
(w) the average closing price of the Company's common stock for the ninety
consecutive calendar days ending on the date of grant, August 6, 2014 (the
"Grant Date"), and (x) any cash dividend per share of the Company's common stock
payable with respect to a record date set, and not rescinded, within the same
period. Total stockholder return is determined by adding (y) the average closing
price of the Company's common stock for any ninety consecutive calendar days
during the Performance Period and (z) any cash dividend per share of the
Company's common stock payable with respect to a record date set, and not
rescinded, within the same period. The average closing price is the average
closing price of the Company's common stock on a U.S. national securities
exchange on which the stock principally trades for the applicable measurement
period.

If the TSR Hurdle is achieved during the Performance Period and an Executive's
Business Relationship (as defined below) has not ceased, 50% of the TSR Hurdle
PSUs shall vest upon achievement of the TSR Hurdle and the remaining 50% of the
TSR Hurdle PSUs shall vest on the last day of the four-year period beginning on
the Grant Date. If the TSR Hurdle is not achieved on or before the last day of
the Performance Period, then all TSR Hurdle PSUs are forfeited.

If an Executive's continuous service to the Company or its affiliates as an
employee, consultant or director (a "Business Relationship") ceases for any
reason prior to a vesting date for any TSR Hurdle PSUs, subject to certain
exceptions provided for in the TSR Hurdle PSU Agreement and described in more
detail below, then all unvested TSR Hurdle PSUs will be forfeited.

If (i) the TSR Hurdle is achieved on or before the last day of the Performance
Period and (ii) an Executive's Business Relationship ceases after achievement of
the TSR Hurdle by reason of the Executive's death or disability or by reason of
the Company's termination of the Executive without good cause, then the
Executive will be entitled to payment of a pro rata portion of the Shares based
on the number of days elapsed in the four-year period beginning on the Grant
Date prior to the cessation of the Business Relationship, less any Shares
previously paid.

Additionally, if a change in control of the Company occurs during the
Performance Period, and provided that (i) the TSR Hurdle is achieved on or
before the date the change in control is consummated and (ii) an Executive's
Business Relationship has not ceased, then all of the TSR Hurdle PSUs shall vest
as described above. If the TSR Hurdle is not achieved on or before the date the
change in control is consummated, then all TSR Hurdle PSUs shall be immediately
forfeited. If an Executive's Business Relationship ceases by reason of death or
disability, or by reason of the Company's termination of the Executive without
good cause, or by the Executive for good reason upon, or within twelve months
following, the consummation of a change in control, then all remaining unvested
TSR Hurdle PSUs will become fully vested on such termination.